Marvel Universe: Dawn of the Dead
by Reborn Dark Phoenix
Summary: The Earth has stood strong against all threats, victorious thanks to her heroes and protectors. But now, the planet faces a threat unlike anything it has ever seen. And Earth's protectors may be powerless to stop it. Now, a war must be waged, but Humanity may have already lost. The Apocalypse has finally come. "When there's no more room in Hell, the Dead shall walk the Earth." *AU*


_**Disclaimer: All recognized characters are trademarked properties of Marvel. Any mention of real world individuals, groups, etc. is purely coincidental. The actions done in this FanFiction piece are of my creation, unless otherwise specified to mimic known media properties.**_

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 **REBORN DARK PHOENIX**

 **PROUDLY PRESENTS**

 **MARVEL UNIVERSE: DAWN OF THE DEAD** _ **  
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Prologue

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 **Unknown HYDRA Bio-Weapons Facility**

 **Location: General Area of Caucasus Mountains; Exact location unknown.**

 **0004 GMT/12:04 AM GET, 5 August 2010**

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"Mortimer Dauoi."

With a somewhat dramatic flair, the lone scientist in the large laboratory slowly turned away from his microscope to see a man wearing a purple mask with black fatigues and a sword on his hips, entering the large laboratory. He held a scowl under his mask, a subtle sigh escaping his lips, not that the scientist could tell, anyways. With a look of disinterest, he turned back to his microscope and back to his tests.

Baron Zemo watched the scientist before him continue to perform several last-minute tests on his newest experimental creation...what could be considered to be the greatest achievement in history. Evidence of it was splattered across all across the large lab, with vials, experiment kits, all forms of scientific equipment and the like on the various desks. Sheets and papers filled with notes and formulas were plastered on the walls and several stands on the room, demonstrating the intense and countless hours poured into this project.

The rantings of Arnim Zola rang in his mind, bringing a subtle smirk to Zemo's face. The Swiss geneticist had been furious to learn Strucker had forbidden him any access to this man's work. Dauoi had refused any form of assistance, only seeking the materials he deemed necessary for his work, work that he had been cultivating for years and refused to share with others.

For years, since Erskine defected from Hitler's circle, since Captain America was successfully created, since an imbecile of a spy killed the genius behind it, the Red Skull's HYDRA had been attempting to recreate the Super Soldier Serum. They weren't the only ones, of course; various governments across the West had made their own attempts, most notably America. A number of organizations, criminal and noncriminal, had attempted to do so as well. Even SHIELD had attempted just as much as HYDRA, perhaps even more so, to recreate the miracle that had given Steve Rogers his abilities.

Even after said Super Soldier had returned from the dead (in a sense), the attempts to recreate him had not stopped. As a result, both heroes and villains alike had risen within the last sixty years, since the ending years of World War II. Partial successes, but mostly failures; as such, many of those trying had given up, ceased their recreation activities.

But not SHIELD.

And most certainly not HYDRA.

Which was why when SHIELD had shut down his project in recreating the Serum due to "questionable ethics and circumstances," and HYDRA had approached him only days later to work on his experiments for them, Mortimer Dauoi was more than willing to do so in order to continue his research.

The Super Soldier Serum had been rightfully theirs, after all; since before World War II began. It had been stolen, and they had been trying to reclaim rightful ownership for more than half a century. Even today, under the leadership of Baron Wolfgang von Strucker, HYDRA had yet to rest until they could succeed in reclaiming their first weapon.

And now, despite not being the exact same thing as what Abraham Erskine had created, Mortimer Dauoi was still quite proud of his accomplishment. He was more than proud, in fact; he was confident. Years of research and trials and failures had led to this moment. Dauoi was certain that he had done it, at last. This was finally it.

He had created a viable replicate of the Super Soldier Serum.

"What is it, Zemo?" Dauoi replied as he turned from his microscope. These last minute tests were crucial, and to be interrupted, even by the ones who allowed his research to carry on...he didn't need this.

Baron Helmut Zemo, son of the original Heinrich Zemo, narrowed his eyes through his purple mask as he entered the spacious lab where Dauoi conducted his research and experiments. "You had promised that your work would finally be accomplished by today, after all these years. Baron Strucker is growing impatient. He wants to see the fruits of your labors now."

"Hmmm…" the gray-haired scientist mused as he turned back again looked through his microscope. "The Zeta Rays have shown promising results, but there is one culture that shows a minute reaction, a change to the cells. This is...intriguing. The vast majority of the cell culture dishes did not portray this effect. Perhaps this unforeseeable side effect is the sign of a possible mutation…"

"Dauoi, did you not hear me?"

"This is quite unexpected. I may have to dig deeper into this phenomenon." The defective SHIELD scientist chuckled wryly as he wrote a few notes down. "The batch that the Russians intercepted and stole could be possibly tainted, if this is a mutation…" He scowled at the thought of that incident; in transporting all Dauoi's equipment and research and experiments from their base in London, when it was discovered that SHIELD had caught whiff of him, one batch had been lost to a group of Russians. For all they knew, it could've been Leviathan. Now his creation was in the hands of HYDRA's enemies. What if that had been the one batch where mutation...?

"Dauoi!"

"I heard you, boy!" Dauoi snapped as he turned to the HYDRA assassin, a look of anger on his face screen. "By God, I always have to hear you! I am at critical stages in the finality of the S-118! Your constant yelling does not help me in my caution to ensure the serum is a success!"

"Your father was much more calm and collected than you turned out to be. Somewhere along the way, he failed with you."

Zemo's eye twitched in anger, clearly not pleased with what he had just heard. Turning, the assassin was met with the site of Arnim Zola entering the laboratory. "What are you doing here, Zola?"

"To see what this Super Soldier Serum replication is all about, boy. For two years, I have been left in the dark of Dauoi's work. I simply desire to see what he has...accomplished."

"Has the test subject been prepared, Zemo?" Dauoi asked from his desk, scribbling over several of his research papers.

"He has. Viper had a little...fun with him first." No sooner than did the assassin finish his words than did a trio of HYDRA soldiers wheel in a roll-up holding table, with a young man strapped on it, probably from one of the villages located within the mountain range. Black haired and in his early twenties, it was obvious he was being held against his will. He was bruised and quietly stifling his sobs, and he had lost his shirt and shoes at some point, leaving only his tattered pants. One of the armed HYDRA agents guarded him while the other two left the lab at Zemo's request.

"Zola," Dauoi mused as he acknowledged the mad scientist's presence. "I thought I had made it clear to Baron Strucker that I do not need any assistance, even in the finality of my experiments. Yours or anyone else."

Zola simply ignored the scientist and briskly walked to where Dauoi was standing, scribbling notes and inspecting the syringes that contained samples of the Serum he had created. "What did you mean when you spoke of mutations in the Serum?"

For almost a minute, Dauoi refused to answer, and this struck at the pride of Arnim Zola. "You may not want any assistance at all, but as you said, you are in your critical final stages of testing. I desire that the Super Soldier Serum be successfully replicated and functional as well, Dauoi. I would think that maybe you would want to ensure that as well, by any means."

For several seconds, Zola received no response, and was about to simply take matters into his own hands before Dauoi actually began to speak.

"As you know, the original Serum utilized Vita Rays to help the chemicals bond with human tissue and DNA, thus allowing for successful bonding of the serum to the human on molecular level. In the incident that led to Erskine's death in 1942, we lost the only Vita-Ray machine in existence. However, the effects of the Zeta energy HYDRA discovered provide a mirror replication of the effects of Vita Rays."

"What does this have to do with the mutation you spoke of?"

"The Serum showed a different reaction to the radiation on one culture dish," Dauoi replied. "A type of...growth, for lack of a better term. The cells multiply, and seem to evolve in a sense."

"You mentioned at one point that you used bacterial strains in creating the Serum," Zemo mused. "Could it not be because of those?"

"Don't be ridiculous," Dauoi snapped back with an air of superiority. At Zemo's angered expressions (or at least, what he could understand as angry from the assassin's mask), Dauoi huffed in exasperation before continuing, "The strains I utilized were dead matter, and therefore would be unaffected by the radiation. It comes from the serum itself. I would not-"

"Dauoi."

The HYDRA scientist silenced himself at the tone of the Baron, his attention recaptured at the fullest. Certain he had his attention, the assassin asked, "Is this mutation that much of a concern?"

"Perhaps it could be a one-time anomaly." Dauoi was silent for a moment, before slowly forming a smirk. "But perhaps this could be something of benefit. If the Serum has this potential, it will have to be studied. Imagine variations of such caliber as the Hulk, the Abomination… we will just have to see after this first trial."

"I'm sorry," Zola interrupted before turning back to the various pieces of equipment before him on Dauoi's desk. He picked up one of the vials, filled with a murky blue liquid. "You used bacterial strains for your serum?!"

"Of course," Daoui shrugged, turning back to his microscope and analyzing the culture dish he had been been doing so previously. "In building better genetics on a molecular scale, one needs to be certain of peak immunity to any disease. The strains will help in that aspect."

Zola, however, found himself outright furious. "Why would you-?! Exposing such organic matter to those levels of radiation, and on a bacterial level?! The dangers to the human cellular systems, not to mention-!"

"Are you questioning my genetic genius, the intellect and years I've put into this project, Zola?!"

"Well, you clearly have no idea what you're doing, using bacterial strains! Erskine never-!"

"Erskine's original formulas are lost to us. We are forced to work with what we are able to have. I have done countless tests and research audits into this project. Countless hours perfecting this final product of the serum! I have finally secured the traits of the bacterium I utilized here. This new serum is to be HYDRA's ultimate weapon to world conquest, Zola. We cannot have any mistakes."

"You think I do not know what, you imbecile!? I have worked on replicating the Serum since before you were born! I should've taken control of this project the moment it came into our control! This would never-!"

"What is taking so long that I must come here myself to get answers?!"

The three men turned immediately to the entrance of the laboratory, the voice of the man they had just heard all too familiar to them. This man was feared across the world, his fear factor dwarfed only by those of much greater power and desires than he, such as Victor von Doom and the Asgardian Trickster God. He had succeeded in keeping HYDRA alive the past two decades.

A few feet away from them stood the intimidating form of HYDRA leader, Baron Wolfgang von Strucker. Demon Claw, monocle and all. He was flanked by the green-haired femme fatale known as Viper, who stared at her fellow HYDRA lieutenants with a subtle smirk as her hand rested on her whip.

"I was told everything would be ready by today," Strucker said with authority, his face a dark scowl and his eyes cold and analyzing. "I have been waiting all this time, and I find myself at the end of my patient. HYDRA's goals are not something to delay. I will only ask you once: is everything ready, Dauoi, or not?"

"Indeed, Strucker," Dauoi said, a subtle tone of fear in his voice. Despite willingly giving his Serum and research to HYDRA, and being grateful to Strucker allowing him to continue on where Fury refused to let him continue, Mortimer Dauoi still was understandably afraid of the HYDRA leader. "My new Super Soldier Serum, the S-118, is ready at last. After countless months of research and data collected, experimentation and testing...the S-118 is now ready for human testing."

"Excellent, then let us see the fruits of labor," the HYDRA leader nodded as Dauoi took out a metal suitcase that was filled with two dozen of the same vials Zemo had picked up from the research desk. Each of them was filled with the same murky blue liquid. Dauoi retrieved a syringe and filled it with some of the liquid. Unable to restrain his pride, he held the syringe to the light, enjoying the moment.

"Behold...the S-118 Super Soldier Serum."

"Egoistic much?" Viper muttered.

"After so many years of failure, HYDRA has once again created the ultimate biological weapon, so forgive me if I think I must revel in the moment," Dauoi replied with a mild glare. "If what I have projected comes to life here today, the S-118 will make the likes of Rogers' serum inadequate. The likes of the Weapon X creations will be obsolete and gamma-irradiated being will be things of yesterday. With the S-118, we can create our own super soldier armies at last. We will overcome our rivals, overcome even von Doom himself. SHIELD and the Avengers, Captain America, all heroes of the world...their power will be nothing compared to ours after today."

"Let us begin then," the green haired assassin muttered with annoyance.

The scientist huffed but nodded in agreement. He gestured to the guard by the strap on table to leave and lock the door securely. This would be a matter only for the four HYDRA superiors.

"We will witness today firsthand the wonders of the S-118, and the birth of today's newest Super Soldier." Dauoi prepared the subject's arm, wiping away at the vessel area and cleaning it even while the subject struggled violently to break free and escape. "Today, history is being made. SHIELD will regret ever denying the wonders of the S-118."

"How quickly does the process take?" Strucker asked.

"The S-118 activates in a two-part form. The liquid you see is the serum itself, but it divides itself upon injection. The liquid dissolves almost immediately into the blood veins, seeming into tissue and muscle to begin change to organic tissue. The bacterial strains I utilize, meanwhile, remain in the bloodstream and begin bonding with blood cells and such. Based on my calculations and culture dish tests, upon injection, the S-118 molecules will immediately begin the bonding process. Grafted and fused with dead virus bacterial matter for better genetic bonding and cellular enhancement, the molecules will bond with the blood cells and other human cells and begin the DNA alteration process. Any visible biological changes, however, will not appear immediately. It may take anywhere from 30 minutes to at least an hour."

Strucker narrowed his eyes slightly. After a moment, though, he nodded before allowing himself a small, sinister smile. "Very well. Excellent work, Dauoi."

"I would still prefer it if I took a look at the serum," Zola repeated with a frown. "I have always dealt with replication of the Serum before Dauoi joined us. I have never even seen what he has done before this point, and now to learn he has utilized bacterial strains... I would like to see what this S-118 is-"

"You're going to see it now, Zola," Strucker snapped back. "Now be silent and let the man carry out the demonstration." With a nod from Strucker and scowl from Zola, Dauoi approached the man on the table, his syringe at the ready.

"Please...don't..." the man begged in Russian, his tears shedding faster as he finally began sobbing aloud. Dauoi replied by having Viper promptly strike him on face, rendering him silent. He then inserted the syringe into the man's arm, right into the appropriate blood vessel. The HYDRA scientist paid no heed to the quiet begging the man muttered.

"Today...the next level of biological warfare has been reached."

And with that, Mortimer Dauoi injected the S-118 serum.

 **KRAKALAKOOOOOOOOM!**

The entirety of the HYDRA facility shook fiercely and violently, taking the five inhabitants in the room by surprise. Immediately, alarms across the base began blaring loudly. It didn't end there, however, as more impacts were felt across the entire complex, followed immediately by the overwhelming sounds of gunfire and laser weaponry.

Viper and Zemo immediately moved towards Strucker for his protection, procuring their weapons, while Strucker himself allowed his Claw to begin glowing. Zola looked around warily, while Dauoi grew wide-eyed and increasingly nervous. The five HYDRA soon began to hear yelling and screaming mixed in with the sounds of battle and war. Several more explosions rocked the HYDRA complex, this time sending much of Dauoi's equipment crashing onto the ground.

"Viper to all agents!" Viper called into her comm. "What's going on out there?!" A long garble of static, gunfire, explosions and screams answered her before she was finally able to hear voices.

" _Madame Viper, we're under attack!"_

" _It's SHIELD! We're under attack by SHIELD!"_

" _They have a Helicarrier on scene! I repeat, a SHIELD Helicarrier is on scene!"_

" _All points, engage, I repeat, engage the enemy!"_

" _This is Sector C, we're being overrun! There's too many of them! Their armored units are crushing us!"_

 _"Get the Dreadnoughts! Get the fucking Dreadnoughts!"_

"No…this cannot be happening!" Dauoi exclaimed in horror. "No, they can't be here, not now! How-?! How did-?!"

"My Baron, we must get you to safety, now!" Viper exclaimed. Zemo expressed his agreement by simply kicking the laboratory door off its hinges, sending it flying. Almost immediately, smoke came billowing in, and the sounds of combat and screaming grew much louder.

"Elite Guard, to my position, now!" Strucker roared into his own comm. The base again shook violently in tune with several explosions that roared into the air, obviously artillery fire from the Helicarrier on scene. The screams seemed to get louder as the gunfire grew sharper and deadlier. "Zola, do you have any of your creatures on site?!"

"No, I do not!"

Strucker cursed in German. "We need to leave here, now; SHIELD can have these grunts, but we need to get out of here! Dauoi, secure as much of your research and vials of the S-118 serum as you can, as well as all your research, anything!" Strucker yelled out.

Dauoi was already ahead of Strucker, quickly moving towards his life's work. He froze for only a fraction of a second to look upon the test subject he had injected with the serum before hurrying away.

They could always find another test subject to use.

Dauoi was just about to begin grabbing anything and everything he could and throw them into the first metal briefcases he could grab, when the ceiling exploded in a flurry of flames, concrete, stone and metal. Chunks of flaming debris crashed into the tables and desks, shattering equipment and destroying papers and notes. Pages and sheets of research and calculations were engulfed in flames and buried in debris, destroyed instantly. The force of the impact and falling debris send Dauoi flying back into one of his desks, breaking it and stunning him on impact.

Strucker, Viper, Zemo and Zola took no notice of this, however. Their attention was focused solely on the large, hulking and metallic body that crashed into the laboratory, now standing up to face them. A large mechanized combat suit armor, navy blue and black in color with the SHIELD insignia splashed onto the chest. Its metal helmet held a visor that had a vague similarity to the world famous Iron Man helmet visor, but was both black and navy blue in color, instead of the trademark red and gold. Energy laser weapons were mounted onto the two gauntlets, as well as shoulder pads with missile head launchers and a retractable heavy duty machine gun. All covering the SHIELD agent piloting it.

A SHIELD Mandroid soldier.

A trio of other explosions rang out as three more Mandroid soldiers crashed into the lab, flames and debris falling around them. Each quickly turned their gaze towards the HYDRA agents.

"No…" Daoi exclaimed in horror. Before his eyes, the laboratory was going up in flames; his data and research were destroyed and burning in front of him. His research, all his life's work...gone. "NO! MY WORK! MY RESEARCH!"

"Mortimer Dauoi!" one of the Mandroids yelled out, his voice echoing in a metallic, robotic tone from his helmet. "By order of SHIELD, you are to stand down and surrender!" The four Mandroids readied their weapons. "This is your only warning!"

"HAIL HYDRA!" Viper yelled out as she fired her machine pistols at the Mandroids. Of course, this did absolutely nothing to the highly advanced and durable armor.

Zemo's energy pistol, however, was able to do some damage, forcing one of the Mandroids to activate her shielding to cover herself and the other three. It was still not enough to force back four Mandroid soldiers. Two of the armored agents quickly activated their laser weaponry and returned fire, forcing the HYDRA agents to quickly duck behind one of the stronger tables in the room to avoid being hit. Panicking, Dauoi quickly crawled after them, one the Mandroids soon making to follow him. Viper and Zemo quickly began shooting back as the Mandroids advanced. They knew that with their current firearms, they were no match for SHIELD's armored units. Unless something happened here and now, the five of them were soon going to be prisoners of SHIELD.

The walls near the laboratory entrance then suddenly broke apart as several large figured violently rumbled their way into the laboratory. As the dust settled, everyone present recognized what the new arrivals were. Rising to full height were several tall, green hulking androids, with faces that were somewhat vaguely akin to the appearance of metallic skulls, with slits for eyes. One of its two thick arms ended with a large weaponized drill. Sharp spikes were embedded across the war machines back, and their armor was nigh impenetrable.

HYDRA Dreadnoughts.

"Dreadnoughts!" Strucker quickly yelled out. "Destroy the SHIELD forces!"

" _Orders acknowledged,"_ the war machines said in unison in mechanized voices as they turned towards the Mandroid soldiers, their drills whirling and their eyes glowing. _"Target acquired: SHIELD forces; destroy."_

"Dammit!" a Mandroid soldier yelled out, firing his weapons at the nearest Dreadnought. "All units, HYDRA have deployed their Dreadnoughts! I repeat, all units, HYDRA has deployed their Dreadnoughts!"

All hell immediately broke loose as the lifeless Dreadnoughts immediately began their assault, working in unison with the several dozen other war machines engaging into battle across the base against the SHIELD invasion force.

"Mandroid Squad Tango leader to SHIELD Command!" another of the Mandroids said into his comm as wrestled with one of the Dreadnoughts. "We have eyes on Dauoi! We also have eyes on Baron Strucker, Viper, Baron Zemo and Arnim Zola! All SHIELD personnel proceeding to capture new targets!"

" _Tango Leader, acknowledged,"_ came the well-known voice of SHIELD Sub-Commander Victoria Hand. _"Proceed with both initial and impromptu objectives."_

"Confirmed, Command!" the Mandroid soldier replied. With a yell, he fired his energy weapons at point blank range at the Dreadnought he was fighting. After a concentrated burst of firing, the Dreadnought collapsed onto the ground with a loud thud, its face melted completely off. "Mandroid Tango Leader to all SHIELD agents on site! Barons Strucker and Zemo, Viper and Arnim Zola have been sighted on premises! Green light has been given to apprehend them or put them down on sight! I repeat: Strucker, Zemo, Viper and Zola are on site! Apprehend or kill!"

The Mandroids continued to wrestle and duel with the lifeless Dreadnoughts, blasting and firing at them and slamming them into the walls and roofs. They managed to push the Dreadnoughts into the outside hallways with great difficulty, both sides with their weapons on full blast. The HYDRA soldiers and SHIELD forces that were in battle in the hallway scrambled out of the way of the armored forces, bullets and deadly lasers flying wild. The Dreadnoughts' drill weapons managed to make several dents in the Mandroid armors, with one even penetrating fully through enticing screams from the pilot.

As that battle raged one, several S.T.R.I.K.E. agents, members of the elite black ops battalions of SHIELD, rushed into the now blazing and abandoned laboratory. They readied their weapons and quickly scanned the large and partially destroyed room, unaware that the room had just been cleared out of all people...mostly.

A loud groaning scream quickly caught the attention of the agents, and they rushed to the center of the room. There, the test subject that Dauoi had been using for the testing of the S-118 lay strapped to the rolling table from before, screaming in fear and pain, and a metal rod rammed through his abdomen. Blood oozed out from his mouth and the wound, the man screaming and whimpering in Russian all the while.

"All units, I need a medic in Sector Zone Delta!" one of the agents yelled into his comm. "I repeat, I need medics! Hostage found, I repeat, hostage found!"

The four HYDRA leaders and Dauoi, meanwhile, had already quickly exited the lab, now joined by a battalion of 12 well armed HYDRA soldiers had appeared, part of Strucker's elite guard. With the added protection, they were already on their way towards the facility's emergency escape pods chambers. The hallways echoed with the roars of battle, the infrastructure shaking and rumbling every so often with blast impacts. All across the HYDRA complex, HYDRA soldiers were at war with the full might of the SHIELD Helicarrier _U.N.N. Milletonka_ , with Mandroids, combat troops and S.T.R.I.K.E. agents storming the HYDRA base and basically overwhelming the HYDRA soldiers. Their attack had come out of nowhere, and HYDRA was taken completely by surprise, thus giving SHIELD a major advantage.

Nonetheless, HYDRA forces were notorious for fighting until the end, and thus they scrambled to meet the SHIELD threat head on with everything they had. Dreadnoughts wreaked havoc on the combat and S.T.R.I.K.E. forces, while HYDRA soldiers fought viciously with any opponents they could find. Both sides suffered casualties as they battled for dominance, with HYDRA losing badly. Metal walls ripped apart and artillery shells exploded violently across the base as SHIELD pushed harder and harder against the HYDRA forces. They knew that they had the superior numbers, and their surprise attack had caught their opponent off-guard. HYDRA didn't stand a chance now, even if they still kept fighting.

As the base began falling apart in more ways than one around them, the HYDRA soldiers continued leading Strucker, his lieutenants and Dauoi towards the escape pods bay, now the only way they were going to get out of here alive and free. Strucker knew that if he lost Dauoi now, when he had finally finished his work on his new Super Soldier Serum, at this stage, they would be lost. Never had they been this close; they needed Dauoi alive.

"How much farther?!" Strucker yelled to Zola. "You've been here before, so how much longer!"

"Not long, Strucker!" the scientist replied, himself running just a few paces behind the others. "Just past that-!"

Zola never got to finish as a thunderous explosion suddenly rocked the hallway, an artillery shell from the Helicarrier striking that particular part of the HYDRA complex. The shell tore through the metal and concrete, sending a large amount of debris flying all over into the hallway. The force of the blast had sent Strucker, Zemo, Dauoi and Viper flying and crashing heavily into the walls. The HYDRA Elite Guard, however, hadn't been as fortunate, consumed by the flames of the explosion or crushed under the several tons of debris Zola's s android body was caught in the explosions as well, ending up utterly ripped apart, destroyed pieces scattered all around. Though his conscious would now be in another spare body, Arnim Zola was now gone from the battle.

Strucker, Zemo, Viper and Dauoi slowly rose to their feet, still dazed and disoriented from the artillery shell and the resulting explosion. They saw the mangled bodies of the Guard, as well as the dozens of metallic pieces of Zola's body. Loud ringing echoed in their ears as they momentarily tried to regain their focus and bearings. If they didn't move quickly, then soon enough-

"Wolfgang von Strucker, Helmut Zemo, Mortimer Dauoi and Ophelia Sarkissian!"

The four turned towards where the rubble from the explosion had piled up, their weapons at the ready. In front of them were more than five battalions of SHIELD S.T.R.I.K.E. agents, each with their weapons trained on the five of them as they began coming over the large heap of rubble and debris from the explosion.

"This is your only warning! Drop your weapons and stand down!" one of the agents yelled out, his allies readying their weapons.

Viper and Zemo refused to obey, and instead quickly started firing, forcing the S.T.R.I.K.E. agents back over the rubble heap. Strucker quickly picked up a machine gun from one of the dead HYDRA Elite Guard and began shooting as well.

Running on adrenaline and the rush of the dangerous situation before them all, the three HYDRA leaders began firing upon the SHIELD agents, trying to keep them pinned as they attempted to escape. Viper, Zemo and Strucker, of course, had no fear of capture as they weren't afraid of SHIELD, but they wouldn't allow themselves to be captured. They were intent on sending as many SHIELD agents to Hell as they could before escaping. They refused to show fear in the face of overwhelming odds and would meet this head on as anything else.

Mortimer Dauoi, however, was beyond terrified. He knew he couldn't go back to SHIELD, not after defecting to HYDRA of all things. Especially with his new accomplishments, they would never let him see the light of day ever again. Dauoi didn't want to spend the rest of his life on HydroBase, or in the Guest House. He was counting on Viper, Zemo and Strucker to protect him, but against such overwhelming odds in front of them, they were doomed to be overtaken. The fact that they were also wanted by SHIELD didn't really help his nerves either.

He couldn't let them capture him. So he made up his mind right there to head to the pods bay while the three HYDRA leaders kept the SHIELD agents distracted. Acting on impulse, Dauoi quickly raced from his hiding place behind Zemo and and ran for the next hallway-

 **BUDDA BUDDA BUDDA!**

Mortimer Dauoi's breath was punched out of his body as he was struck by a blast of bullets. The sudden force of impact sent him crashing into the ground. Dauoi quickly found himself losing his breath and choking as he began coughing and spitting out blood. The scientist grew panicked and fearful, worsening his situation more. Immense pain stung in his chest, helping him realize that his heart and lungs had been hit. He was drowning in his own blood.

His gurgles and whimpered were noticed by Strucker, who went wide-eyed as he saw Dauoi give his final breath before going still. Seeing this, Baron Strucker swore violently in German; HYDRA had now just lost its best chance of creating Super Soldiers. Without Dauoi, his formulas and research were forever lost.

"ARRHGGHH!" Zemo suddenly roared in pain as he crashed down into the ground, clutching his shoulder. He had received two shots to it, and the force of impact had forced him to crash onto the ground.

"Zemo!" Viper yelled out as she turned back, her weapons on full blast. More than three dozen S.T.R.I.K.E. agents began climbing over the rubble from the explosion, however, their gunfire pushing her back as she tried to get to Zemo. Unable to get back to him, Viper picked up one of the discarded machine guns of the HYDRA soldiers and began laying suppression fire as she and Strucker managed to crawl around the bend. This didn't last long, however, as the pair fell under fire from the adjacent hallway to their left, where a battalion of SHIELD combat troops were coming their way

"My Baron?!" Viper turned to Strucker as she continued laying down cover fire in both directions. "What of Zemo?" Strucker was silent as he quickly analyzed the situation in his mind before coming to a solution. At the end of it all, his survival and freedom won out.

"...Leave him," Strucker said with finality as he continued to run, Viper following the HYDRA leader after only a moment's hesitation. With no more suppression fire, the S.T.R.I.K.E. teams quickly surged forward and turned the corner, weapons ready only to see the two HYDRA leaders off down the far side of the hall. The SHIELD team met up with them soon after.

"Strucker and Viper are escaping!" one of the agents yelled as he began running after them. "Hirohito, Ali, Miller, Torres, Goldberg, Johnson and Tsu, with me! The rest of you, with the others on Zemo!"

The eight agents broke off from the main force and pursued Strucker and Viper. The two Hydra leaders, meanwhile, had managed to reach the escape pod bay, where several sphere shaped pods were stationed and ready for deployment on rails that led to a tunnel, leading deep under the Caucasus Mountains. Strucker quickly got to one and entered, with Viper following right after.

As the pod closed, the S.T.R.I.K.E. agents raced into the pod bay. Seeing Strucker and Viper's pod activating and rumbling to the escape tunnel, all eight of them began firing at the pod, but the metal was durable enough to withstand their bullets. Strucker and Viper were finally able to sigh in momentary relief as their pod got closer to the tunnel. The S.T.R.I.K.E. agents kept on advancing and shooting, though, in hopes of doing something. It was all in vain, though, as the escape pod reached the tunnel and then raced off like a bullet into the depths of the mountains to parts unknown to their pursuers.

The S.T.R.I.K.E. agents continued to fire, but failed to hit the escape pod before it were out of range, having gotten too far down the pod tunnel. "Crap," one of the agents muttered in annoyance before speaking into his comms. " _Milletonka_ Command Bridge, be advised, Strucker and Viper have escaped via some escape pod tunnels. These weren't in the schematics, meaning HYDRA must've upgraded this base sometime after those schematics were made. It looks like they run deep into the mountain ranges. We can't pursue, they're long gone."

" _Acknowledged, Agent. We'll start looking into tracking any movements we can find within the mountain range. Proceed with objectives as planned."_

"Copy that, Command Bridge."

Meanwhile, back up in the halls leading to the escape pod bay, Zemo found himself face to face with seven dozen S.T.R.I.K.E. agents, their weapons trained on him. "Baron Helmut Zemo, drop your weapons and stand down!" one of them yelled out.

"If you think I will simply kneel to your words, _dummkopf_ ," Zemo snarled as he readied himself. "You are sorely mistaken!"

With that, Zemo rushed one of the agents and stabbed her in the chest with his sword. Turning quickly, he used her screaming form to block the shots that several other agents tried to get off on him. Zemo tossed her body aside and quickly began his assault, slashing away with his blade. The S.T.R.I.K.E. agents engaged him, doing their best to take him down. Right hooks and martial arts combos and bullets were thrown at Zemo, but while SHIELD agents were amongst the best trained soldiers on the planet, Zemo was just a bit better. His movements were fluid and graceful as he thrust and slashed his blade, stabbing agent after agent, even managing to decapitate one of them. Dodging another bum rush, he quickly snapped another agent's neck before he-

 **BANG BANG!**

"AAARRRGGHH!"

Zemo collapsed, gripping his knee in pain as blood began pouring out of the bullet holes that now filled it. With a snarl of pain and anger, the HYDRA lieutenant turned to see who his shooter was, and was welcomed by the sight of at least 10 other S.T.R.I.K.E. agents coming towards him with their guns trained on him. Zemo made to reach for his sword before another agent slammed himself into the villain, making him crash onto the floor with a yell. Two other agents also helped out as the first grabbed Zemo's hands and cuffed them together, with many S.T.R.I.K.E. agents keeping their guns trained on the struggling terrorist. Zemo yelled out in both rage and pain as he tried to fight back, but he was silenced as another agent slammed the butt of his weapon onto the back of his head, knocking his out.

"SHIELD Command, this is S.T.R.I.K.E. Beta Team Leader! We have Helmut Zemo in custody!"

" _What of Dauoi and the other HYDRA leaders, Agent?"_

The agent looked towards the pair of S.T.R.I.K.E. agents who were checking the unmoving body of Mortimer Dauoi. One was knelt beside the scientist, checking his neck for a pulse. It seemed unnecessary, though, as a large amount of blood was seeping out of the wounds on his torso. The agent turned to the Beta Team Leader and shook his head. At that, the Beta Team Leader turned to the scattered and destroyed pieces of Arnim Zola's android body. The AI was gone.

The sound of combat boots on the metal floor made the Beta leader and his men turn to the entrance to the pod bay. The men that had followed Viper and Strucker returned, and they came back void of any wanted terrorists. The lead agent of the squad met the Beta leader's gaze and shook his head.

"We secured Zola's body, but his AI escaped; the body is partially destroyed. Dauoi is dead, caught in the crossfire between my men and the HYDRA leaders. Viper and Wolfgang von Strucker escaped."

There was silence in the comms for several seconds until the voice of Victoria Hand again rang through. _"...Acknowledged, Beta. Transmissions currently being sent to the Hub and the_ Iliad _. Having Dauoi dead is better than having him escaped, I suppose. As for Zola...well, we'll just have to hope he wasn't involved in whatever Dauoi was doing for HYDRA. Sweep the base for any signs of workstations Dauoi could've used; wipe them clean and prepare anything you find for transport."_

"That's a copy."

More footsteps signaled the arrival of three other S.T.R.I.K.E. agents and one female SHIELD combat soldier. Her rank was clear in the manner of confidence by which she walked and held herself, definitely the superior of this entire operation. She approached the Beta leader and nodded in recognition. Looking at the unconscious form of Baron Zemo and the scattered pieces of Zola's android body, she then turned her eyes towards the more than dozen SHIELD agents bleeding and badly injured from Zemo's blade, as well as the several agents dead. She narrowed her eyes and sighed to herself before she walked over to the unconscious Zemo and kicked him in the face twice.

She was silent for another few moments before she reached for her comm. "This is Alpha Squad Leader. Everyone, status update, now."

" _Mandroid Tango Squad, in Sector Delta. Everything is secured, and all HYDRA personnel detained."_

" _Sector Beta is secure, I repeat, Sector Beta is secure."_

" _Air hanger and all present HYDRA personnel contained, sir."_

" _This is Gamma Leader in Sector Delta. All clear here, just some wounded. We found a hostage in what appears to be some kind of laboratory. He was wounded in the assault, but medics are tending to him now. Area is secure."_

" _HYDRA quarters and weapons silos are secured, as are all armories. Several casualties and we lost Franklin, Takato, Gomez and Sarkozy."_

" _Sorry to hear that, Delta Squad. We're all good here in Alpha sector."_

" _Looks like a job well done,_ garcons et les filles _._ Milletonka _Command Bridge here, telling you all to wrap it up and come on back. We are now entering standard post-ops procedures and protocols. Gamma Leader, have the medics bring this hostage to the medical wings. Let's see if we can fix him up and return him to his home,_ non _?"_

* * *

 **XXX**

* * *

 **SHIELD Helicarrier U.N.N.** _ **Milletonka**_

 **Location: 18,000 ft above southern Uzbekistan, heading West**

 **0706 GMT/2:06 AM UZT 5 August 2010**

* * *

SHIELD's raid on the HYDRA base in the Caucasus took no more than 30 minutes to complete.

Their objective had been to capture former SHIELD biochemist and geneticist Mortimer Dauoi, who had defected to HYDRA after Director Fury had shut down his Super Soldier research and projects. News of his defection had been ill-received, and SHIELD Command knew it was essential that he be found before he could complete his Super Soldier research. The last thing they needed was HYDRA swarming with next-generation Super Soldiers.

After almost two years of searching and hunting, SHIELD had found the HYDRA base Dauoi had been in. Unfortunately, the traitor had died in the crossfire of the heavy battle between the SHIELD agents and HYDRA soldiers. They did, however, successfully capture another high profile individual criminal and supervillain: Baron Helmut Zemo. Being wanted for various crimes against humanity, war crimes, acts of terrorism and other things, this could still be considered a win for SHIELD. The supervillain would be sent to the Raft prison, while the rest of the many HYDRA agents captured today would be sent to the SHIELD prison known as Hydro-Base. The HYDRA facility was to be thoroughly searched and secured by standard SHIELD protocols.

SHIELD had no idea of what they had stumbled upon when they attacked this particular HYDRA base.

Currently, the base was almost done being stripped by various agents. The captured HYDRA soldiers were currently in the process of being shipped off by prison transport jets heading off to HydroBase, with more than of them already en route. Baron Zemo was currently under heavy guard, and would soon be transported off to the Raft. The Helicarrier's infirmary was nearly full, with every medic and doctor tending to those agents and soldiers that had been injured in the battle. There were several intense injuries, and a few were in critical condition, but most injuries were minor or non-fatal. Nonetheless, the medics on hand were tending to them at their best.

The head doctor of the _Milletonka_ , however, had more pressing issues to concern himself with at the moment beside the well-being of his fellow SHIELD personnel.

The loud call of a flat line rang out, causing the head doctor to turn away from the heavily drugged and unconscious HYDRA hostage towards the monitors near the med bay bed. His eyes widened in horror as he saw all vitals fluctuating and dropping.

"Oh, _nyet_ , we're losing him! I need everyone in here, now! Bring the paddles! Everyone, get over here!"

The hostage that SHIELD had found in the HYDRA base had been losing a lot of blood when he had been found. Field medics had been forced to bring the entire table he had been on to the Helicarrier. The ICU medics had managed to remove the debris and shrapnel from the man's abdomen, and had managed to stop the bleeding with only some minor difficulty. The surgery they had needed to perform on him had gone off relatively well, and the medic crew had succeeded in stabilizing the man. His bodily injuries were well on their way to eventual healing.

What had been unexpected, however, was the fever and illness that had seemed to come upon the man out of nowhere. The medical crew had been completely taken by surprise by the sudden turn of events, and the doctor was completely baffled by what he was seeing. The man was displaying symptoms such as extreme fever, nausea, skin discoloration and, as of three hours ago, increasing bouts of hallucination and irrational body spasms. This had caused the stitches from his surgery to rip open, causing an excess of bleeding again. Needing to fix them and get the man stable again, he had been drugged to his eyeballs with morphine and antibiotics, knocking him unconscious.

Even with the symptoms displayed, the medical staff had no idea what it was that they were dealing with at all. The blood work and tests and sample they had taken showed them that some sort of infection: some form of unknown liquid compound that appeared to be mixing with the man's muscles; as well as his bloodstream being mixed with a form of bacterial strain. They didn't recognize either, but whatever this infection was, it was quickly spreading across the body, overtaking the already weakened and overtasked immune system of the man. The antibiotics that they continuously administered failed to slow this infection, or even provide any use against it. From what they had been able to determine, whatever this infection was, it was terminal and had no apparent weakness that they could find at the moment.

Less than a minute after the head doctor had yelled out for help, the ICU medical team had rushed in and was now doing everything possible to keep their patient from failing. Orders from the _Milletonka_ 's commanding officer were to keep this man alive, being that it was possible he knew things about what experiments Dauoi may have possibly been doing for HYDRA. At the moment, however, it wasn't looking possible.

"Air pressure is failing! We can't get any air into his lungs; use the paddles!" a nurse called out as she tried to force air into the man's lungs with a pump.

"Charging to 150!" a medic called out as he readied the defibrillator. Charged and ready, he placed them onto the man's chest. "CLEAR!" With a loud thump, electricity surged through the man's body, but he didn't wake up or even react. The flat line still rang out loudly, still mocking the medical staff.

"Charge to 250!" the head doctor called out as he removed the morphine drip. "We need to wake him up! We cannot lose him!"

"Charging to 250 volts...CLEAR!" Another loud thump, but the patient still didn't wake up or react.

"Doctor, the vitals are too low! The heartbeat's-!"

"Forget that!" the head doctor yelled out. "Go for 350!"

"350 volts! Clear!" The thump was louder this time, but the patient still didn't wake up. The flat line tone seemed to get even louder than before.

"Vitals are gone, sir," another medic announced. "We've lost-"

"No, we can still bring him back." The head doctor pointed to the medic with the defibrillators. "Charge it up to 425!"

"Sir, any higher, and I may kill him!" the medic said. "We can't risk it!"

"Then go manual!" The head doctor began performing CPR on the man, a full minute going by as he tried to resuscitate the patient. Soon, however, another medic grabbed his shoulder as the doctor was pumping the man's chest. Gently pulling him back, she shook her head with finality at the head doctor, which finally seemed to signify that the man was dead. The doctor sighed heavily, his staff quiet as they stared at the man they couldn't save.

All that was heard was the constant, single ringing of the flat line tone, mocking them as they stared at the dead man before them on the bed. They had failed to save him, to get him back. They couldn't stop him from dying. Their unknown opponent had defeated them.

After a minute of silence, the head doctor finally shut the flat line monitor off, silencing it mocking tone. "Ok...I'm calling it," he sighed heavily as he slowly looked at his watch. "Time of death is...2:06 am, Uzbekistan Time."

There was silence amongst the doctors and medics as they stared at the lifeless body of the young man. The head doctor then sighed as he came closer to the bed, making to cover the body with the white blanket before he looked at the cold and dead eyes. After another few seconds, the doctor sighed again and returned the blanket back to where it had been. He shook his head in disappointment, recognizing his failure. One of the other medics patted his shoulder in a motion of comfort.

After a few moments, the head doctor said, "Get back to tending to the others." After several moments of hesitation, his staff quietly obeyed as they filed out of the ICU. Alone with the body, the doctor simply stared at it as he ran everything he had done to try and save the hostage over in his mind. He didn't' understand why nothing they had administered, nothing that they had used was able to work. The blood work and DNA samples, they had baffled him and his staff. The sickness that had been coursing through the man's body had been completely unknown to them; they had nothing matching the bacteria they had collected on any files or databases in SHIELD. There had been nothing they could do.

The doctor sighed; he had prided himself in never losing anyone under his medical care since he joined SHIELD after his combat medic service in the Russian Armed Forces. Now, for the first time in years, he had failed. He was going to have to go to the _Milletonka's_ commanding officer and report the-

The patient's hand suddenly moved.

The doctor blinked. Then blinked again, before narrowing his eyes, staring at the body. Had he just imagined…?

Then the entire left arm twitched, almost in a spasm movement. The doctor gave a start; he was definitely certain that he hadn't imagined _that_. That had happened. But that was clearly impossible. The man was dead, plain and simple. He himself had just declared him dead, not two minutes ago. As such, all bodily functions had stopped. This included organ and movement functions. The body was dead, the muscles were dead, and HE was dead.

And yet...he had seen the left arm twitched.

The body then began to spasm, utterly shocking the doctor. Quickly, he called for some of the other medics and nurses, his eyes never leaving the patient. The body continued to spasm for several seconds, before it suddenly stopped moving altogether. Seconds passed, with the head doctor slowly approaching the man, his entire brain telling him that doing so was probably a bad idea. He could hear footsteps quickly coming down the hallway.

Then, as he reached the foot of the bed, the doctor witnessed something he never had thought possible.

The man he had just witnessed die, that he himself had declared dead...opened his eyes and slowly sat up straight on the infirmary bed.

* * *

 **XXX-A/N-XXX**

 **Inspiration for this story comes from the "Marvel Universe Vs." series, several Marvel Zombies titles, Max Brooks' Zombie Survival Guide, and a number of zombie media franchises.**

 **Reviews are welcome, as well as any constructive criticism.**


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